Apollo Who
by Pleasant Tomorrow
Summary: When Kenneth reveals himself to be an alien plotting to take over television in order to control the minds of all human life, the Doctor lands in studio 6H and takes on Liz Lemon as a companion. Meanwhile, Tracy feels cheated after realizing his trip to space was faked and he threatens to quit TGS. The Doctor wants to save the world. Liz just wants to save her show.
1. Chapter 1

_The world is in dire need of a 30 Rock/Doctor Who crossover fic, and I have volunteered to fill that need. Takes place after "Apollo Apollo" and after the Doctor loses Donna. _

**PART ONE**

Lemon was in one of those rare good moods. She had done a single push-up in her office, the pimple above her lip that gave the impression of herpes finally went away, and for once, for one shining moment, she was alone and not receiving a lick of beef from anyone else is the studio. Speaking of beef…

She took one massive bite into her sandwich and the food long immediately became a six-incher. For a second she considered taking it back to the sandwich shop for a discount. Eh. Too much effort.

"Liz!"

"No!" She swiftly hurled a mug full of pens at Pete as he entered her office, missing his beautiful bald head by no more than an inch.

"Ah! Jesus, Liz, this is important! Tracy –

"No." She was unwavering. "I don't want to hear it. Pete, for once in my life I just want to sit in peace and eat a sandwich without one of you jagweeds barging in here asking me to fix your problems!"

He was relentless, challenging the great Liz Lemon. "Tracy isn't my problem, Liz. He's everyone's problem."

She let out an "ugh" that subjectively lasted for a good minute and a half.

"What?" she nearly stomped her feet like a two year old. "What has he done this time? Lit his pants on fire? Try to prank call Herbie Hancock again? No, don't tell me. He finally did it. He finally murdered that hobo on 5th ave that he thinks is a vampire."

"Worse. He threatened to quit the show."

"Quit? He can't quit. He's under contract."

"Yeah, but if he exposes himself on live television we'll have no choice but to fire him…Liz…where are you going? What are you doing? Liz!"

She was already out the door with a pair of scissors in her hand, her footsteps heavy and determined as she moved. Nobody interrupts sandwich time.

"I'm afraid I can't allow you to cut off Mr. Jordan's penis, Miss Lemon." Dot Com stood defiantly in front of Tracy's dressing room with his arms folded.

"Agh! It's the only way!" She tried to push her way past him, but he stifled her with one hand as her arms flailed in vain effort. "Fine," she conceded grudgingly. "At least let me talk to him."

Dot Com looked at her expectantly and held out his hand. Liz frowned and placed the scissors into his palm and he opened the door.

"Ha ha! Herbie Hancock was hi-larious on this episode of Sesame Street. That piano can talk!" Tracy sat on the couch while Grizz held up the laptop for his viewing pleasure.

Liz stormed inside. "Tracy, do you have any idea why Pete is telling me that you've threatened to expose yourself on live TV?"

His demeanor became cold as he motioned for Grizz to shut the laptop. "L.L.," he said without looking at her.

Grizz looked at Liz. "Tracy says that, while he knows that you are not responsible for the deceitful actions propagated by Jack Donaghy, he is very disappointed that you allowed them to take place without filling him in and preventing his unfortunate humiliation."

"What deceitful actions are you talking about?" she nearly screamed.

Tracy jumped up. "Space, Liz Lemon! The final frontier! They lied to me! Now my dream will never come true!" He pouted, unsure why Liz hadn't known exactly what he was talking about.

"Ugh, are we still on this? Tracy, you can't go to space. Jack was just trying to help you. So they faked you out and put you on a fake ship. So what? They did all of that for you. And you believed it! It felt real! Wasn't that good enough?"

Tracy sat back down and folded his arms. "I can't say that it was, Liz Lemon. I can't say that it was."

Liz sighed and rolled her eyes. "What nark told you anyway?"

[]

Kenneth stiffly kicked back on the leather couch in Jack Donaghy's office as the sun shone in on his giant, overly excited smile.

"Thank you for inviting me to your office, Mr. Donaghy. I have to say that it is unusually uncharacteristic of you to acknowledge my humble existence."

Jack turned away from his thoughtful window staring spot, a new light twinkling in his eyes. "Nonsense, Kenneth. In fact, I invited you up here for the sole fact that your existence is so very humble."

Kenneth smile grew even wider as he took in the comment as a compliment.

"Kenneth, I have recently become re-acquainted with the relics of my childhood, something that was lost to me until I became witness to an unfortunate portion of Lemon's past." He was bouncy, but a bit unsure of himself, as if this new attitude were as foreign to him as K-Mart.

Kenneth stiffened. In a monotonous tone he asked, "You traveled to the past?"

"Television, Kenneth," he replied nonchalantly. "The video of a young Miss Lemon offering her services on a sex-chat hotline."

"So that wasn't Billie Jean King?"

"Ever since that moment, I decided that I could experience life through the eyes of a child again. But I can't do it alone, and that's why I need your help. You of all people know how to see the world through rose-colored glasses."

Kenneth smiled up at the handsome, felt puppet that made its way toward him. It grasped his shoulders in defiant desperation.

"Kenneth, you are my only hope. There may be an infinite amount of times that Liz has embarrassed herself, but there are only so many instances that are caught on tape."

"I'll be happy to help, Mr. Donaghy." He stopped. Something sinister about the page began creeping in. He looked down in an effort to control it before slowly aiming his gaze back up toward Jack. He spoke slowly. "But what's in it for me?"

"What?" Jack asked, taken aback at his bold demeanor.

As soon as he had changed, Kenneth snapped back out of it. "Huh? What? Why, I'm just happy to be here and to serve my superiors. Take a seat, sir. I'll pour you a glass of scotch as I tell you the story of a young boy named Kenneth who refused to grow up."

Jack sat down, a bit disoriented. "Like Peter Pan?"

Kenneth's behavior changed once more as his eyes clouded over. "No. Not like Peter Pan. Not like Peter Pan at all."

A flash of lightning filled the room accompanied by a clap of thunder. Jack and Kenneth watched as the set crew made its way past his office holding a large, flimsy metal board.

"Hm," Jack turned his head, casually ignoring Kenneth this time. "What is set doing on my floor?"

Kenneth disregarded him and slipped a white substance into the drink before Jack turned back around. He walked over to Jack and handed it to him. "There you are, sir," he smiled.

A mere feet away, an envious Jonathan pouted as he peeked his head into the room while Jack took a sip. Kenneth glared at him before closing the door.

[]

_Vworp! Vworp!_

The Doctor hopped energetically out of the Tardis, decked out in the gear of a sailor and striking a dashing pose.

"Times Square, 1945. War is over! Somebody lay a big old smackaroo right on – Oh." His eyes did a 360 around the room. It was a woman's dressing room. His smile instantly melted into a frown. "Well this isn't right."

Certainly nothing seemed to be going right ever since he lost Donna. Not that anything had ever necessarily gone right before, but recently he began to feel a strange responsibility for it all…as if his own subconscious wanted everything to go wrong. Something was coming. He was sure he deserved at least one last hoorah. And he was ready for it…but now he shuddered, feeling defeated once more.

"When life keeps handing you anchovies, just cover them up with some extra –

Jenna's eyes landed on the Doctor as she entered the room. "Oh, I'm sorry," she began playfully, taking him in. "I didn't mean to…" She stopped, and quickly became suspicious. "Wait a minute, what are you doing in my dressing room?"

The Doctor was taken aback at all of the chatter in such a short amount of time. He stared at her wide-eyed for a moment before he found the words to react with. "Oh, well, it's a bit hard to explain, you see…"

She noticed his sailor's uniform and grew anxious. "Are you a new cast member?"

"A new? No, I'm not a –

"They're forcing me to share a dressing room now?! They _know_ I need an entire side of the room solely for my private bikini waxing sessions!"

The Doctor had begun to ignore the prying annoyance that is Jenna Maroney. He proceeded to lick a substance on the wall, his investigative nature kicking in, as he tried to figure out where he was. He spit out a wad of hair. Jenna forcibly placed herself in front of him before he could react properly.

"What's your name? And don't think you're original in that costume. I wore the exact same thing in a Cher video in the 90's when they thought I was a man because I was on a steroid regimen to treat what the doctors thought was early onset osteoporosis, but turned out to be a side effect of sexual experimentation."

He sighed, a bit tired of her already. "Look, I am not an actor. I'm just a, uh, uh, a traveler! Right. That's it, of course. The name's John Smith. Pleased to meet you." He extended a hand toward Jenna.

"John Smith," she rolled the words in her mouth, unconvinced. "Never heard of you. You must work off, off Broadway."

"Good!" He replied, relieved. "That's good you've never heard of me. That's the point." He looked at her for a moment, baffled. "Aren't you going to ask me about the elephant in the room?"

Jenna fixed her hair while looking into the mirror. "That's ridiculous. Liz is in her office."

His brow ruffled. She had to have been the first person in nearly fifty years who hadn't bothered to ask. "The giant blue box?"

Finally Jenna turned around. Her own self-absorption prevented her from having noticed anything out of the ordinary. She ignored the Doctor. "What the hell is that blue box doing in my dressing room?"

Finally! How dare anyone not be fascinated by his clever piece of complex machinery? The Doctor smiled. "That's how I got here."

Jenna rolled her eyes. "So the people from set agreed to build you a mode of transportation? That's not fair! Just last week I asked them to build me a giant replica of my head in the vein of the critically and audience panned failure Meet Dave. I would roll around inside of it and everybody would notice me."

The Doctor had never wanted a random person to look inside his Tardis more in his entire life, merely to prove a point. But before he had a chance to protest, Jenna had her arms around him and her mouth on his.

"Never mind, then. I know how to handle people like you. The painfully awkward way that you are carrying yourself in this sailor's outfit tells me that you are not gay. Therefore, as a sex-ually confident woman of the modern age, I have the fortunate ability to seduce you so that I can convince you not to take over as the star of TGS." She began to run her hands through his hair.

"I promise you," he said, trying his best to push her away, "I am not an actor! I might have given it a try once when Shakespeare and I had a brief – no." He paused, wide-eyed at the memory. "Definitely not an actor. Just-just a man with a box, traveling through time and space –

Jenna's right eye twitched. A portion of her brain lit up as it tried to process the keywords "time and space." Her mind flashed back to the eighth grade when she sat in the basement with Paul Pinski. She had agreed to let him touch her boobs if he would introduce her to his father, the director of the junior high's theater department. Unfortunately Mr. Pinski ended up being black out drunk after an unfortunate production of Jesus Christ Superstar. Meanwhile, it turned out that Paul was a big fan of Star Trek. He'd held his Spock doll in his arms as he explained the space-time continuum.

Her mind snapped back to reality and she smiled. "A nerdy boy, huh? Even better. I have experience with nerds, you know. I once gave Stephen Hawking a hand job in an Arby's bathroom."

"I am not a nerd! I am clever! There's a difference! A fine line, but a line nonetheless!"

Jenna pushed the doctor down onto her couch. A bowl of fruit lay nearby. "Have a snack, nerdy boy. We're going to have some fun."

The Doctor opened his mouth to object before he caught something out of the corner of his eye. He stopped. In the bowl of fruit lay a perfectly ripe, golden banana.

"Well," he began, beginning to relax. "I suppose if I can't party in Times Square…"

[]

"Jack, we need to talk about Tracy," Liz huffed as she rounded the corner and entered Jack's office.

"I'm flying! Jack!"

Outside on the ledge, Jack, dressed in a Batman costume, stand-up spooned Kenneth, who was dressed in a Robin costume, as they loomed dangerously close to the edge. They were giggling, arms outstretched and capes flapping in the wind.

"Jack! Oh my God!" Liz screeched, startling the two. Jack lost his balance and began to fall but Kenneth caught him single handedly with what appeared to be super human strength.

"Not yet," he muttered darkly as he pulled Jack back toward the window.

"Are you both crazy? You'll kill yourselves!" Liz yelled as she ran toward them.

"We're playing, Lemon!" Jack called through the window. "I'm doing everything I wanted to do as a kid, things my mother would have never allowed me to do, if Colleen were at all an attentive, caring mother. But I'm an adult now, Liz! I can do whatever I want and still experience life through the eyes of a child!"

"Jack! Kenneth! You two get down from there right now! For god sakes, it's sandwich time," she added, defeated. She sauntered over to the table, tipped over an empty bottle of scotch, and licked the edge of it, ready to give up and join them. Blech, scotch. Glancing around the room, she noticed more empty bottles of scotch and gin and other alcoholic beverages of the wealthy, white man persuasion. A long sigh followed.

She walked over to the window again. "I'm going to do something I saw once on Law and Order," she said to them. "I know neither of you are suicidal, but you're drunk and in suits so tight I can see your nards, and if that isn't a cry for help in and of itself I don't know what is."

"Watch my super hero stance, Lemon!" Jack balanced himself on a tip-toe and extended an arm that ended in a balled up fist. "I'm super man!" He and Kenneth giggled in unison.

"You are batman! There is a stark difference, Jack! One is an alien and the other is a regular guy who -forget it. I need you to listen to me! Jack...Kenneth, too…I guess, you have to come back inside. You have so much to live for. Jack, you're the vice president of a major company. You are an adult human man! You have responsibilities! This isn't like you…at all." She stopped for a moment, realizing just how strange Jack was acting. She went on, "And Kenneth! You have…you've accomplished many…you're the only person I know who enjoyed Whitney! We…need you?"

Kenneth giggled, unaccustomed to the devil's water. "Don't worry about me, Miss Lemon. I can't die!"

Liz's brow ruffled. She was taken aback and slightly freaked out, but decided to play along. "Yeah, well Jack _can_ die!"

He seemed to snap out of it as he turned his head toward her, letting go of his grip on Jack. "I know."

Now he'd gone too far. She always knew Kenneth was a little strange, but now she was putting Jack's life at risk. She glared at him before turning to Jack. "Jack, grab my hand!" she called out the window and extended her hand toward his.

"How do I know you're not the Penguin in disguise?" Jack called back.

"Jack, if I am any Batman villain I am the Joker. Look at my life!"

Jack eyed her suspiciously. After a brief pause, "Fair enough." He let her pull him back in and a stoic Kenneth followed.

"God, what is wrong with you two?" she cried.

Jack was laughing now, hugging Kenneth and giving him noogies. Kenneth cuddled up to him like a puppy. "Lemon, I've never had so much fun in my entire life! I have laughed in the face of danger! Look at me! Watch my cape!" He spun around as Kenneth jumped, giddy with joy, before he ralphed all over Liz's shoe.

[]

If there was any completely probable murder suspect, it was Liz Lemon with barf on her shoe, an empty stomach, and the idea of seeing Tracy's genitals without the lights off. Fortunately nobody had been murdered, so Liz was off the hook. Unfortunately for her, further damage lay just around the corner…and into the door that led to the writer's room.

The Backstreet Boys' Millennium album was playing in the background. As "Larger Than Life" blasted so loud the walls shook, she scanned the room. Scripts and other papers lay scattered across the floor. Sue had her shirt off; Toofer was doing shots off of her belly button; and Frank and Lutz were playing Mario Kart in their underwear. Jenna and Cerie were dancing on the table in the middle of all the chaos. Some nerd with a bandana wrapped around his head and a banana in his mouth danced alongside them while the rest of the writers showered them in dollar bills. Between Jack's shenanigans and this, she'd have figured that something in the water wasn't clean, but the room didn't look any less insane that it always did.

But who the hell was that guy?

She waved her arms in protest. "All right, all right. Everybody cut it out!" Everyone who didn't throw empty bottles and other miscellaneous objects at Liz ignored her.

"Come on, you guys! Tracy's already threatened…Jenna, what are you doing? Who the hell is that?"

The Doctor twirled Cerie around, unaware of Liz, completely drunk.

"I've gotten him pissed, Liz!" Jenna exclaimed with glee.

"Ugh, is he from standards and practices? I told you not to get them drunk anymore, Jenna!"

"Not drunk, Liz. Pissed. It's British for drunk. He's British, Liz! Finally somebody I can relate to!"

The Doctor spun toward Jenna, shaking his hips. "I'm not British! I just happen to have a northern accent! Lots of places have a –

He proceeded to trip on an inconveniently placed dollar bill that had landed on the table, causing him to stumble to the floor.

"Ouch. My banana." He lay on his back, a smashed banana at his side.

Liz walked over to him, on the brink of her tipping point. This was just one more thing. She did not need another thing! "Alright, Rambo. Tell me who you are and whether or not I should kick you out or pretend to like you."

The Doctor lifted his head up as much as physically possible without inflicting too much pain and looked over at Liz. In his drunken stupor her lilted, "I'm the Doctor from the planet Gallifrey in the constellation Kasterborous and I'm 906 years old. Things I don't like include Daleks, paradoxes, and pears. Things I do like include Rose Tyler, bananas, and adventures. And one more thing…my head hurts." He fell limp again and passed out.

Liz looked from him to Jenna and made a motion as if to say, "what the hell?"

Jenna squealed. "Isn't he great, Liz? I've known him for just under an hour and he's been in character the entire time!" Just as quickly as she spoke, her demeanor changed and she went cold. "He's very good. I _will _destroy him." She looked back up and smiled. "His career, I mean."

"What career, Jenna? Who is this guy?"

Jenna's brow ruffled. "You mean you don't know? He's the new cast member."

"New-Jenna, we didn't hire a new cast member."

"You mean he's not an actor?" She looked down at him, suddenly disgusted. "But I made out with him on Jay Leno's desk…" She walked away exasperated, leaving Liz alone to deal with the mystery man.

Liz balled her fists. "Ugh, I don't have time for this! Lutz, hand me that…" Her eyes narrowed in on a plate on the edge of the table. "Oh my God, is that a cheese platter?" She got up and grabbed some for herself before sitting down next to the Doctor and waving a piece in his face face in the hopes of bringing him to. "Whyy are you suddenly my responsibility? You're lucky I have cheese," she muttered to the unresponsive Doctor.

The cheese provided a relief if only for a brief moment, for as soon as Liz took a bite out of her second piece, a giant shadow slowly grew before it engulfed the entire room. She left the piece of cheese in her mouth and followed everyone else to the windows. A giant space-ship at least a mile wide and stories tall hovered over Rockefeller Center, exuding a dull glow of rainbow colored lights.

"Blergh. Things have literally never been worse," Liz sighed. "Eh, yes they have."


	2. Chapter 2

PART TWO

As the world crashed down around him, Tracy strode down the hallway defiantly as Grizz and Dot Com discreetly panicked amongst themselves. Screams filled the air as crewmembers ran helter skelter, unsure of where to go or what to do. Nobody had actually _seen_ a mile wide spaceship before, and therefore hadn't had the proper prepping of what to do in this sort of situation.

"Tracy!"

"Not now, Dot Com, I'm on a mission," Tracy replied stubbornly, refusing to acknowledge anything that didn't have to do with his own personal interests. "I have to talk to Jenna. She's the only one who would understand the trials and tribulations of being a rich celebrity who has been cheated by his inferiors. Grizz, where's my juicy drink?" Without looking, he reached his hand back and Grizz promptly placed a grape juice box in his hand before they arrived at Jenna's dressing room door.

"You should probably ration that juice box, Tracy. We may not get out of here ali-

Tracy sucked the juice box down in one gulp while staring Grizz in the eyes. "I appreciate your concern, but I think you two should stay here. You just wouldn't understand." He frowned, still genuinely quite upset at the prospect of being fooled, before opening the door and closing it behind him.

There, in all its glory, stood a great blue box. Tracy froze, genuinely awed, his eyes unblinking. "I didn't know the blue man group lived in a tiny house in Jenna's dressing room! No wonder they don't talk! It's out of protest for having such a tiny house!" He glanced over his shoulder. He had a tugging feeling that he shouldn't be here, in its presence. Regardless, he slowly crept over to it and knocked on the door.

"Hello? Blue man group?" He tried to peek inside the opaque windows. "What made you choose blue? I always wanted to know. Can a black dude be in the blue man group or would he have to be another color because he is another race? What if I _wanted_ to be blue? Why are you so racist, blue man group?" he cried louder with each question. After a moment, he relaxed a bit. "I'm sorry, blue man group. I am taking out my frustrations on you and it's not your fault. Can I see your house now?"

He waited for a response, and became angered when there wasn't one.

"Fine. Ima come in there my damn self."

He opened up the door and entered the Tardis.

[]

Liz had run out of the room on a mission, intent on finding the one person she could confide in, while everyone around her panicked. Well, mostly everyone.

The look in Frank's gleaming eyes as he gazed up at the giant ship was not one of panic, but of genuine, childlike curiosity. He continued to stare out the window with a stupid grin on his face.

"The founding father's had actual anticipated an alien encounter. I once read that Washington –

Lutz whacked Toofer over the head with one of the chairs, knocking him to the ground unconscious. "Ah, oh god they've invaded my mind! Look what they made me do!" He waited for somebody to acknowledge what he had done while a comatose Toofer lay on the ground, and when nobody noticed, far too busy screaming and panicking, he threw the chair down and join the masses.

Frank had ignored all of them. Finally he spoke. "It's real! It's all real!" He began to laugh uncontrollably before a large beam of blue light flashed down on him through the window. With his arms outstretched, he was slowly sucked up through the beam of light. He turned around as he floated mid-air. "Lutz. Give Liz Lemon my hat collection. I know she always secretly envied it." He waved and smiled before he was too far away to be heard, and was then pulled inside the massive ship.

Lutz hadn't noticed, however. Nobody had. And Liz was long gone, having made her way up to Jack's office. A part of her had a sneaking suspicion that he or Kenneth might know something about what was going on…or perhaps she had simply just hoped they would. She needed answers. She already had too many problems on her plate and, dammit, not one of those things on her plate was food.

"Jack!" she yelled long before she reached his door. She burst into his office, her cynical nature half expecting him and Kenneth to be blowing up marshmallows in a GE brand microwave. She hadn't expected to find nobody there at all.

"Jack! Kenneth?" She despondently tried again anyway. Turning around and looking out the door, she noticed that even Jonathan had disappeared. In fact, nobody was on the floor at all. It was quiet. Eerily so. Random windows were open, however, and an ominous wind blew around a mass of papers and other assorted objects. Something was desperately wrong…er…besides the massive…robot penis…hovering over Rockefeller Center. Liz had only ever been this terrified once in her life, when she was six and got lost in a department store after she'd playfully hid in a rack of clothes. She nearly went home with a woman who looked like back alley version of Ann B. Davis that day.

Letting out a sigh of frustration instead of the actual tears she wanted to cry, she ran back downstairs. She knew to avoid elevators and running into Brian Williams during emergencies.

Reaching her floor, she was surprised to find herself relieved to run into Jenna.

"Jenna!"

"No time, Liz." She had bags of stuff in her hands, as if she were planning on traveling.

"What the hell are you doing? Is that Botox needle?" She froze and gasped. "Are you going to Los Angeles? Jenna, you can't just -"

"I'm sorry, Liz, but I just can't afford to be sucked up into space right now. If they're going to study people, they should dissect the average person in order to get an accurate depiction of the human race. It would be a disservice to them and to my face to let anything happen to it. Now if you'll excuse me…"

Liz blocked her. "I can't let you just leave Jenna. Do you really think you'll catch a flight in the middle of all of this? The roads are probably blocked for miles. This is a national disaster!"

Jenna looked at Liz, genuinely pitying her in her own faulty, self-absorbed way. "I'm sorry that we can't all be saved, Liz. I'm just doing my part." She smiled at her. "Besides, maybe you've finally found it. Maybe this is your calling."

"What, to be dissected?" Liz huffed.

"To be studied! You really are quite fascinating in your own…I mean your clothing selections alone…"

"This is no time to joke about my converse. They are comfortable!"

"Suit yourself, Liz. I'll see you around."

Jenna walked off, pushing her way through the throngs of disconcerted people.

"Enjoy LA, Jenna. I hope you get stuck in traffic!" she yelled after her, stamping her feet. Frowning angrily, she glanced back toward the writer's room. Lutz ran out, and immediately noticed Liz.

"They took Frank and Toofer is unconscious. Neither is my fault!" he ran past her and off into the distance.

"Does no one besides me have the ability to take control of a situation around here?" Liz screamed. She ran into her office and grabbed her sandwich, then shoved the entire thing in her mouth before heading back into the writer's room.

She looked down to find the Doctor at her feet, slowly coming to. Still chewing her sandwich, she spoke with a full mouth, "Oh look, Han Solo finally decided to wake up."

The Doctor squinted up at her, taking in the glasses clad woman with roast beef hanging from her lips. "W-where am I?"

"I don't know!" she sputtered, suddenly feeling defeated. "There's a thing…in the sky. I think they took Frank," she slumped to the floor and put her face in her hands. "I don't want his hat collection if he dies. I told him I don't want it. I told him ten times," she said into her hands, muffled.

"Earth, then," the Doctor replied as he pulled himself up to sit next to her.

Liz looked up at him, confused. "Earth, yes. What other be on would we planet?" She could feel herself growing delusional with stress.

"Well," he began, somehow easily understanding her and ready to list off a few, before he noticed the shadow hovering outside. He brow grew furrowed before he hopped up and ran to the window. He'd seen many ships, but few so painfully…how could something be so extravagant and dull at the same time? He turned back to Liz, who seemed to be the only other person around who was at least mildly mentally competent. "You, what's your name?"

Liz looked up, drained. "Liz. Lemon."

"Hello, Liz Lemon. I'm the Doctor."

They inspected each other for a brief moment, before speaking at the same time. "Nice glasses."

[]

The entire interior of the ship was made out of what appeared to be television static. If you stared at it for too long you could totally see ants and also possibly die of a visually induced seizure. Kenneth didn't have to worry about this because he'd had his eyeballs removed a few centuries prior and replaced by technologically advanced optical sensors ideal for optimal television viewing pleasure. Nobody saw the vivid colors that Kenneth saw or was lucky enough to be able to switch his sensors to puppet mode, in which the entirety of reality was a wonderfully exciting Jim Henson production.

But Kenneth wasn't satisfied just yet. He wanted more. And so did his clones, which consisted of over three hundred people that made up ninety nine percent of the ship's crew, save for Kenneth's mom and her boyfriend Ron. Kenneth stood atop a raised section of a platform before them, smiling gleefully and feeling only slightly more at home than he had at NBC for the past eighty-three years. Back then, he had jumped at the chance to work at the first major broadcast network in America. He'd had a plan to plant the seeds of a scheme that was only just now coming to fruition.

"You've reached me just in time, my humble subjects," he squeaked, looking slightly awkward in a leadership position. His usual Kenneth demeanor had remained and he seemed harmless enough to the unbiased observer, of which there were none. "For now has come the time for us to put into effect the will of the universe. Together we will hijack television to control the minds of the whole of humanity, because they are far too simple to take care of themselves." He clasped his hands together like a contented child and smiled widely as the Kenneth clones cheered him on.

As the roars died down, there was a banging sound on the far side of the large, open room. Kenneth stretched his neck over everyone to identify the source of the noise. In a small, glass-enclosed room stood an enraged Jack Donaghy. Kenneth ignored him.

"Mama, what happened to Frank? And what do we need him for, anyway?"

Pearlene stepped out from the crowd, a stark contrast amongst the Kenneth clones, and smiled. "Oh, I hope you didn't mind that I stole him. Ron was getting awfully bored during the final stretch."

On an unspoken cue, Frank galloped into the room. Ron was whooping and hollering with glee on top of him as he received a piggyback ride. Frank had remained in his underwear since playing video games moments earlier, and looked strangely at home with a bag of cheese puffs in his hand.

"Thanks for the pet, Pearlene!" Ron called.

"My treat, darling!" she called back.

"And when you get the chance, we're running out of cheese puffs in the back room," Frank added nonchalantly.

Pearlene sighed. "Kenneth, go get him some more cheese puffs. We have to keep him alive for Ron."

Kenneth nodded and began to leave his post.

"Not you, Kenneth," she sighed. "The other Kenneth."

A random Kenneth nodded and ran off.

Finally, Pearlene addressed the real Kenneth. "Kenneth, honey, have you done your job? Is the plan in place?"

Kenneth smiled again. "Nearly! Everybody behold as I share with you my glorious new pitch. Lights, Kenneth."

Another Kenneth dimmed the lights and a break in the static on the walls appeared. In its place lay a power point presentation worthy of a 1990's beta version. The title read, in Comic Sans font, 'The String Theory.' Kenneth double raised his eyebrows at everyone as if the words themselves were a sexual innuendo.

"Ladies and gentlemen," Kenneth began, trying to sound persuasive. "If you like The Big Bang Theory, then you're bound to love the new series from producer Kenneth Ellen Parcell (that's me). 'The String Theory' is about a swim suit model named Kaley and her clones Kaley, Kaley, and Kaley who are forced to move in with a retired auto-mechanic named Chuck who dabbles in science and accidentally replaces their brains with avocados!"

The audience oohs at his brilliance.

"Don't you worry. This isn't one of those elite niche programs. Here at Rainbow Productions – that's what I named it," he giggled.

A Kenneth raised his voice, "aren't Rainbows the property of the Earth homosexuals?"

Kenneth furrowed his brow, "Homosexual is a no-no word at Rainbow Productions. Besides, rainbows are for everyone! And here at Rainbow Productions, we strive for the everyman!"

Suddenly his demeanor changed and his eyes squinted wickedly, clouded over. "And we need every man to watch this program so that we may conquer the Earth."

Pearlene's eyes lit up, satisfied. "Excellent."

[]

"Just one name? _The_ Doctor? Like, _The_ Cher? Because unless you pioneered female independence in the music industry, I think you have to earn the one name system." Liz sat up, suddenly interested in who the man standing before her actually was.

He looked at her for a moment. It pained him a bit how much she reminded him of Donna. He wanted to tell her to run, to stay far away from him. Not another one. Not again. And yet he couldn't just leave her there. Could he?

The lights flickered. Antennas and light towers had been destroyed by the ship and the building was dark as it loomed overhead, blocking out the sun. He heard the faint sound of people screaming in the streets below, nearly drowned out by sirens. It was nothing new. He'd seen the same sort of thing countless times before. This Liz seemed like she had a good head on her shoulders. She'd figure it out.

She wearily glanced up at him, completely unaware of his contemplations. "What time is it? I need to know how much time I have to persuade Tracy to not do anything stupid and still pull a show together."

The Doctor smiled. A Timelord, able to travel throughout all of time and space, and he couldn't remember the last time somebody had asked him such a simple question about time.

"A giant alien spaceship is looming over New York City, and you're concerned about the time?" he mused.

Liz shrugged pathetically as she got up. "I attended half a kick-boxing class four years ago. I can handle this. Besides, I've put on shows in more dire situations," she paused and scanned him disparagingly. "Who exactly are you, anyway?"

"All you need to know is that I'm the Doctor, I'm 906 years old, and I'm impossibly clever," he muttered as if on autopilot while he scoped out the room.

"Ugh, really?" she winced. "Are you one of those guys that goes around bragging about how smart he is all the time and makes fun of people for not knowing all the answers to crossword puzzles? I had a boyfriend like that once and I will have you know that Conan and I did not end on good terms."

He turned around. "I do not brag. I don't need to brag. The brilliance speaks for itself. And are you suggesting I remind you of an ex-boyfriend?"

"What? No. Gross. You have side-burns."

He couldn't keep himself from laughing, despite the unrest that surrounded him. "Liz," he drew out the word as if it encompassed the entirety of who she was. "Could you show me to Jenna's dressing room? I…left something there."

Liz rolled her eyes, not in the mood for his mawkish behavior. "The last time somebody asked me that, I ended up giving Wolf Blitzer a free tour and an NBC brand condom." She dragged herself out of the room, and the Doctor assumed that meant for him to follow her.

Moments later, she stood in the doorway to Jenna's dressing room, mouth slightly agape as she took in the sight of the Tardis. "What the…what?"

"Ah," the Doctor smiled. "There she is."

"That's a British…thing. Aren't they usually red? Sheesh, do you people carry one around with you wherever you go? Come on, guys, we have cell phones now. There's no way you're that far behind."

"That's a police box, not a regular phone box. It's a-it's a long story, but it's not for contacting people. Well…I suppose in a way it's…it is for…" He stopped sputtering. To hell with it. "It's a spaceship, Liz. It's called the Tardis. It stands for Time and Relative Dimension in Space."

"Oh!" Liz raised her eyebrows, patronizing him. She pointed a thumb over he shoulder. "Like that thing outside? And how do you steer this one? Calling collect?" She laughed at herself and walked over to the Tardis, inspecting it.

"Oh, you don't believe any of this is real, do you?"

"I work in television," she said as she circled the exterior. "Nothing is real. Besides, if they can fool Tracy, they can fool me, too. And trust me they have. One year for April Fools all the staff got together and promised me a Moonlighting reunion on the show. I entered the building that day in Agnes DiPesto cosplay to find them playing the theme song on wine glasses filled with their own urine. If anything, this is a step down. But I won't let them fool me again. Not this time." She turned around to face him when she reached the doors of the Tardis again. "Great craftsmanship, by the way. This thing almost looks legitimate."

It was a great opportunity for the Doctor to snap his fingers. The doors opened, nearly knocking Liz over. He winced, not having meant to do that. "Sorry."

She regained her composure as he walked inside. It didn't cross her mind to follow him, considering the thing didn't seem like it could fit more than two people. Plus, she'd rather not be in such close proximity to the jagweed who was trying to pull a fast one on her.

He called from inside. "Coming in?"

"Oh no you don't. What is this, middle school? What are you gonna try to do, touch my boobs? I'm not going in there with you."

"Suit yourself." The doors closed and Liz stood there stubbornly with her arms folded. Random exotic noises sounded from inside the box, as if they were further away than logically possible. She rolled her eyes and sighed. "Ugh, now I'll never find time for my yearly run." She knocked on the door. "What are you doing in there?"

No response.

"Sitting in a small, enclosed space by yourself isn't going to solve anything. I would know. I used to do the same thing in a secret compartment on the 21st floor." When there was no response again, she pushed the door open.

The Doctor looked over at her and smiled. "There you are. I knew you'd come around."

She stood in the doorway with her mouth open. "Holy shark farts. I knew Jenna demanded that they remodel her dressing room, but I never thought they'd actually go through with it." She paused, taking in the interior of the ship. "Eh. I don't think she's gonna like it."

"Is there something wrong with it?" he eyed her, offended. "Don't say that too loudly, you'll hurt her feelings."

"Her? Why are all objects female to men?"

"She really is a she. I don't just make these things up...all the time."

She began to soften a bit, giving in to the obvious. "So you're really an alien?"

He nodded. "'Fraid so."

She looked around, taking it in once more, then nodded. "I'll be right back."

The Doctor raised his eyebrow as she ran out of the Tardis. "What? Where are you –

No more than a minute had passed before Liz reappeared, fully garbed in her Princess Leia costume. "If I'm gonna do this, I'm gonna do it right." She smiled wide with excitement.

The Doctor smiled in response. "Now that's a first. I've had demands, I've had boxes of hats, but I've never had…a princess Leia. One of the great heroines of our time, by the way."

Liz couldn't contain her joy in his opinion. "Only the greatest!" she walked over to the console and examined the controls. "So, Doctor Dre, what's the plan?"

His smile broke. "Who said I had a plan?"

She glared at him. "I figured the guy with a magic ship had a plan."

[]

Toofer had since come to and the writers, minus Frank, had gathered back in the space in the hallway, figuring it was relatively safe away from the windows. Nobody else wanted to be beamed up into that ship, but neither did they want to brave the chaos in the streets below. Somehow Sue had convinced them that she had experienced a smaller scale invasion back at home as a teenager, and that they should all disrobe because the aliens were attracted to the fibers in their clothing. And so, their sense of reality already damaged, there they sat in their underwear playing Cards Against Humanity to pass the time.

"Okay, let's see…for 'during sex, I like to think about,' I have 'my wife,' 'Lady Gaga,' and 'the season premiere of To Catch a Predator,'" Toofer read off. Lutz giggled at the last card, but Toofer shrugged nonchalantly. "I'm going to have to go with 'my wife.'"

Everybody groaned and threw down their cards.

They didn't notice the random television that nobody had put there as it clicked on behind them. Annoyed at the outcome of the game, they casually turned their attention toward it, looking for something else to do. An NBC promo played on the screen before them, flooding everyone with a blue light. A voice from the TV sounded in their ears.

"I have blonde hair and I can't think!"

A woman in a bikini stood there awkwardly with her arms in a shrugging position, breaking the fourth wall as canned laughter sounded from within. A middle-aged man in oil stained clothes walked out with a wrench in his hand.

"What do you expect? I replaced your brain with an avocado!" He, too, broke the fourth wall as he took in the laughter.

Kenneth's voice served as the narrator, "Coming this fall on NBC…"

On screen, the auto mechanic worked under a car as one of the Kaleys walked in on him.

"This place sure is boring! What's a girl in a bikini supposed to do with all of these man things?"

The rest of the Kaleys walked in with various beach accessories, whilst throwing a beach ball amongst themselves.

"Great idea, girls! Beach party!"

The auto mechanic rolled out from under the car as the girls continued to throw the ball. The camera panned in on him before he turned around to look at it and nod his head as the girls pranced around behind him.

Kenneth's voice spoke again, "What would you do if you accidentally replaced a girl's brain with an avocado while experimenting in your car lab?"

The first Kaley walked onto the screen again.

"My name is Kaley. I have no last name because my personhood is invalu-able to the plot!" she drew out the word invaluable, having difficulty pronouncing it. She mouthed to the other girls that she has no idea what that means before they all echoed each other, "my name is Kaley, too!"

"You clone her!" Kenneth's voice spoke in sync with Hank the auto mechanic.

Hank joined the girls in a pillow fight as Kenneth's voice continued to speak. "And convince them that they're all your wife!" he chuckled.

"Why do I feel like I should be in a Subway sandwich?" one the the Kaleys laughed.

"The String Theory!" Kenneth ended the promo as the pillow fight continued.

The writers sat there in a trance. The promo had ended, but the blue light continued to glow across the room, highlighting their hypnotized faces. "Why didn't I ever think of that?" they all commented, nearly in unison.

Across the country, people in their homes sat in front of their TVs amidst the same glow, idly commenting that they thought the show looked great and that they would totally check it out, all while never moving their eyes from the TV. Never blinking.

Chuck Lorre, famed producer, sat in his own California penthouse, a cigar in hand. A single tear fell from his entranced and unblinking eye. He, too, began to chant, "Why didn't I ever think of that?" Slowly he backed away from the TV, called his driver, sped to a bridge, and jumped off of it.

[]

"So…you're an alien. You're an alien with a ship. You have to be at least mildly intelligent, right?" Liz asked in a panic.

The Doctor was going through a database, mumbling names of aliens and 'nos' to himself. He looked up at Liz. "Yes, of course I am! I'm brilliant! But I –

"But what?"

He continued scanning. "It seems that this intelligent life-form has alluded my radar for the past…eighty-three years." He looked up at her once more, dumbfounded, "It's like…it's like they don't even exist."

"Like who doesn't exist? Who is 'they' and what do they want with Rockefeller Center? Because I cannot afford to lose this job, Doctor. I can't go back to teaching improv again!"

The Doctor looked elated, eyebrow raised. He walked over to her and grabbed her arms. "Improv? Liz, you're an improviser!"

"Yes, and?"

He ran back over to the console. "Do you know what this means?"

"That I know over a hundred different scenarios for scene suggestions involving proctology?"

"It means," he began to operate the Tardis controls with enthusiasm, "that you're going to be a great help...because I have no idea what these things are. And I need somebody who is good at not knowing what's going to happen next."

"Well if I'm going to help with a non-existant life form that wants to destroy my life, I'm going to need to be heavily armed."

"Oh…no, we don't do armed in the Tar-

Before he could finish, Liz pulled out a bag of Sabor de Soledad. "Now without bull semen," she smiled, proud.

The Doctor's eyes lit up. "Sabor de Soledad! I've heard of these! First pioneered on the planet Morpheus 7 during the rule of Xane the fifth. Brilliant, he was." He reached into the bag and sampled some. "Better with the bull semen."

"Way better!" Liz agreed.

"I'll tell you what ain't right. The way the chlorine reacts with my delicate skin when I stay in a pool for too long."

Tracey appeared as if from out of nowhere, clad in swimming trunks and a towel slung over his bare shoulders. Liz and the Doctor looked over at him froze.

"Are we doing this thing, or what?" He pulled out a blindfold from his trunks and put it on. "Space madness is not gonna stop me. I am ready."


	3. Chapter 3

**To the ****five**** two of you who are reading this, I'm sorry for taking so long to update. I work really, really slowly, but I hope it's worth it! **

PART THREE

Tracy shuffled toward Liz and the Doctor using only his hands as his guide. He edged closer to the console, hitting a lever that may have temporarily sucked all of the air out of the Tardis.

Or maybe that was just gas, Liz thought.

"No, no, no, no, no!" the Doctor yelped, running over to him in less than two leaps. He pulled the blindfold off of Tracy, who proceeded to scream. "Don't…don't do that."

"Are you trying to get yourself killed? If I get space madness, I may be tempted to eat your face off and or recite an entire Amos n' Andy script! Tell him, Liz!"

"Space what? Liz, do you know this person? What's he talking about?"

Liz sighed. "Space madness isn't real, Tracy. It was all a part of the plan to fool you into thinking you were going into space."

Tracey stiffened and frowned. "Thank you for reminding me what a traitor you are, Elizabeth. Seeing you dressed as the white witch almost made me forget."

She stepped back, offended. "You know damn well who I am dressed as!"

"Do I? You know I've never even seen Star Trek," he purposely feigned ignorance in order to press her.

"You bastard!" Liz screamed, hurtling herself at him. The Doctor pulled her away from him as she kicked and punched the air, and placed himself in between the two of them.

"Everybody cut it out!" he screamed, causing the other two to back down. After a brief moment of silence he continued, "Now there is something very strange going on out there and until I figure out what it is, we have to assume that we are all in danger. I can't have you," he looked at Liz, then at Tracy, "and whoever you are, standing here arguing about space madness and Star Trek."

"Star Wars," Liz grumbled. "And who do you think you are you telling me what to do? Usually I'm the one who's in charge of maintaining the peace. You have no idea what these people put me through on a daily basis!"

"Then stop it!" he demanded, then looked back over at Tracy. "Who are you then, anyway? Another actor?"

"I prefer to think of myself as movie star slash comedian slash vampire slayer. I have yet to slay a vampire, but that doesn't stop me from believing in myself."

The Doctor looked at Tracy, then looked quizzically over at Liz, who shrugged. "Okay then," he said, "I think I may have a way to fix whatever little spat you've gotten yourselves into. Tracy, you said you wanted to go to space?"

"More than anything in the whole world besides being able to eat ten burritos with no side effects."

The Doctor nodded slowly. This may have been the strangest man he'd ever encountered…and he'd encountered an Abzorbaloff. He headed over to the controls. "Well then," he began as the Tardis took off. Tracy and Liz looked around startled as the whooshing sound erupted from within. They stood off balance for a moment, and then it stopped. The Doctor looked at them and smiled. "Take a look outside."

Liz looked at the Doctor with uncertainty before slowly making her way over to the door. She looked back at Tracy, who'd followed closely behind. "You open it."

"Uh-uh. As an actor I cannot risk my face being mauled off by a lion or Mike Tyson or whatever's out there," he stated defiantly.

"I promise you, there's nothing out there than can hurt you," the Doctor said calmly.

"Ugh fine," Liz replied quietly.

The doors swung open. Liz and Tracy almost lost their balance from the shock of the vision before them, and the lack of a surface to step upon. There, like a quiet, quick exhalation of breath in the winter, lay interstellar space - a mass conglomeration of dust and debris. There were colors Liz was sure she'd never seen in her entire life. And it was very, very quiet – the type of quiet that you'd swear you could hear.

"Birth of the universe," the Doctor explained as he sauntered over to them, unable to hide his pride, as if he himself had created it. "Well, at least a few hundred thousand years after the fact. Still, very, very early. It's one of my favorite places to visit…and it's just around the time the universe became transparent." He winced and plugged his ears. "It's quite loud."

"You can hear it?" Liz asked.

The Doctor only stared straight ahead, gazing at the universe below.

"It's so beautiful," Tracy had tears in his eyes. "It reminds me of when I proposed to Angie amidst the glowing lights…" he swallowed, then continued, "of a black light strip club in the Bronx. It's almost as beautiful as that."

Liz wanted to pull her eyes away from the view to side-eye Tracy, but she couldn't. Amidst the swirls of dust, and the only light being given off by the Tardis, she thought for a moment that maybe she was dead. Maybe it was all just a silly fever dream. Maybe Sabor de Soledad had substituted the bull semen for hallucinogenic drugs. It was beautiful and terrifying at the same time. In a moment of pure anxiety, she leaned over the door's edge, stuck her head out of the Tardis, and threw up into the aimless void.

"That's not…that's not usually the reaction I get when I show somebody the infancy of the universe," the Doctor said with concern, unsure of how to care for a sick person. Feeling around for something for her to wipe up with, he pulled Tracy's space madness blindfold out of his pocket and handed it to her.

After a few quick wipes and a moment to regain herself, Liz finally spoke. "You know, I've lived in New York for a long time. I'm used to big and elaborate and, more often than not, bearing witness to really weird things. But not…" she glanced out once more. "Not this. Nothing like this."

The Doctor nodded sympathetically. "It's a lot to take in. We can go now, if you want."

"I want to see the birth of myself! Yankee Stadium, baby," Tracy said. He paused, and his smile faded only the slightest bit as his eyes twinkled and focused on what lay beyond the Tardis. "Maybe then I could figure out how old I am."

Liz smiled at Tracy and then took in the view outside the Tardis doors once more. She could see her vomit floating through space, intermingling with the first hydrogen and helium atoms to ever exist - a little piece of Liz Lemon drifting through the beginning of time. She turned back toward the Doctor. "Yeah, let's go. Let's do things."

The Doctor closed the doors. "Oh, things will be done."

[]

The Tardis materialized aboard Kenneth's massive ship, hidden away from view. The three of them slowly exited: the Doctor, followed by Liz, and then Tracy. Each took in the space around them. They were in what looked like a giant television control room. On several monitors there were different clips of what appeared to be poorly produced television sitcoms playing on a loop. Without any sound, the trio was not affected, merely curious.

"That chick is _fine_!" Tracy muttered, gazing at a clip of The String Theory.

"So what's the big deal? It's a giant master control room. What are a bunch of aliens going to do with a control room, kill us with commercials?"

The Doctor looked at her seriously, "Oh, you think that can't be done?" He went up to one of the monitors and pointed his sonic screwdriver at it. "There has to be a satellite somewhere. Whoever's responsible for this ship has a plan and that plan involves television."

Liz followed him over to the monitor, carrying a wounded expression. "Why would anybody use television for evil?"

He studied the monitor with a raised eyebrow. "Because they want a way to reach a mass audience. I've seen this before. The only difference is that now we have the internet which is a much more effective tool. So the question is why? Why television?"

Tracy joined them. "All these breasts and thighs are making me think about food. I'm getting hungry. Usually I have Kenneth to anticipate my wants and needs, but without him I am nothing. Nothing!"

"I haven't seen Jack or Kenneth all day. You don't think they got kidnapped like Frank, do you?" Liz asked, remembering the empty office.

"It's possible. Who are they, exactly?" The Doctor asked.

"Jack's my boss. He's the vice president of GE slash my work husband. And Kenneth…Kenneth's just a page. He's harmless."

"And you see them everyday?"

"Yeah. Earlier I went into Jack's office and…" she thought back to the eerie ghost-world that the entire floor had been transformed into. She began to panic, putting two and two together. "Oh my god. They took Jack."

"And Kenneth!" Tracy cried.

"But I don't understand! What would they want with Jack? He's harmless…unless you really enjoy wearing sandals over socks on occasion." Liz was growing apprehensive.

"Because if he's the boss, then he's in the way. And trust me, there are plenty of life forms you do not want to get in the way of." He glanced over at one of the monitors again, and Hank the auto-mechanic was breaking the fourth wall as he presented his beer belly and licked his lips. The Doctor gazed at the monitor, appalled. "Whoever's responsible for this…is sick."

"But why Kenneth? He is an innocent and only occasionally necessary human being!" Tracy half-shouted.

Liz was too worried about Jack to be preoccupied with Kenneth. "I wouldn't worry about Kenneth. He's probably on the top of Rockefeller Center trying to contact these space hams." She began imitating him. "Take me, Jesus! I'm ready for judgment day! I hope they have re-runs of The Waltons in heaven!"

The Doctor raised an eyebrow. "What?"

She sighed. "Kenneth's kind of…honestly, he's really a very sweet kid but he kind of creeps me out."

The Doctor grew interested. "Why?"

Liz shrugged. "I dunno. His middle name's Ellen. Sometimes he sleeps at the studio. Actually I'm not sure if he sleeps at all. Uh, he won't eat most foods. He talks about these things called the hill people a lot. Oh, and he has an unhealthy obsession with television, which, normally I'd understand but one time I saw him sucking on the antenna of an old analog TV. I'm not entirely sure what that means."

The Doctor stared at Liz for a moment, bemused. But the expression on his face quickly changed and he shot up, heading over to the controls. His sonic screwdriver buzzed furiously as he worked. Liz and Tracy stared, dumbfounded.

"What are you doing, space dude?" Tracy asked.

He was entranced with his mission and didn't turn around as he spoke. "Well, if I'm right, and I usually am, then…"

The images on the monitors changed. The poorly written sitcoms transformed into images within the ship, strange rooms that looked like versions of studios and offices and more control rooms. And in them, in every single one of them, there he was. There were hundreds of him, thousands.

The Doctor turned around and looked at Liz and Tracy. "Does this person look familiar?"

Tracy and Liz stared at the monitors, their mouths agape. Liz was the first to reply.

"Ohh norts."

[]

The earth below the ship had changed drastically in just a few short hours. An eerie silence spread from New York to every city, every country. Streets were abandoned and, to an outside observer, the world appeared to be a post-apocalyptic wasteland. But on those streets in those cities, a blue light radiated from homes and apartments, and even libraries and schools – any place that had one commonality: access to a television.

In Rockefeller Center, the remaining writers and staff were still gathered around their own TV. They all appeared more polished and put together, as if the wardrobe department from a 1950's movie set had blazed in and out in a flash. As their eyes dried unblinking, only one set of voices sounded from every television in the world.

"Mom, I just want you to know that I love you and that I really, truly appreciate you taking the time out of your busy schedule to be my new manager."

Kris Kardashian's voice responded over the phone that Kourtney held. "Aw, you're a peach, my dear, eldest daughter. I hope you understand that I am busy with Kim right now. I'll get there as soon as I can."

"You take your time, mom. I know you're busy doing the best that you can to promote our careers, and it is no fault of yours that Kim is raking in the most money for the family name, nor is it your fault that I passed up the chance to make a [rainbow] tape." Kenneth's sunny voice had been dubbed over the "no-no" word "sex," replacing it with "rainbow."

Lutz gazed at the TV screen with his mouth absentmindedly hanging open like a child with a stuffed nose. "The utter lack of conflict and sexuality in this episode of Keeping Up with the Kardashians is thoroughly entertaining," he muttered with genuine enthusiasm.

Suddenly he was shocked with what seemed to be an invisible shock collar. He winced in pain without removing his eyes from the screen.

Without taking his eyes off the screen, Toofer reprimanded Lutz, "'Sexuality' is a no-no word." He was consequently shocked.

Throughout the day the shows on the TV's changed, but the general theme remained the same; everything had become squeaky clean, and everybody was genuinely enjoying it. Unfortunately, for reasons unknown, The Big Bang Theory remained untouched and everyone still found it to be thoroughly enjoyable.

[]

"I don't understand. Kenneth always seemed so harmless. I just assumed that any odd behavior was the result of your average, run-of-the-mill, southern upbringing." Liz was baffled.

The Doctor continued to study the images on the screens. "Southern, yes, but not American southern. Not even earth southern."

"Are you saying that Kenneth…is Norwegian?" Tracy asked. "I always knew those people were weird, with their broken penis shaped country and their fjords."

The Doctor looked at him questioningly. "What's wrong with fjords? I love fjords."

"_You would_, space dude!"

The Doctor opened his mouth to rebut, but Liz interjected. "Hold up. Okay, Doctor, if you're such a genius, and you seem to have some idea about what's going on, what do we do? Have you ever seen anything like this before?"

He pulled his gaze from Tracy to look at Liz. "Oh, no, I didn't say I knew what was going on. In fact, I've never been more stumped. Do you know that I've come into contact with hundreds of different species in my lifetime and not once have I ever even heard of…" he looked once more at the images of the Kenneths. So, so many Kenneths. Giggling Kenneths, Kenneths doing the bidding of other Kenneths, Kenneths watching television, Kenneths making television, Kenneths…oh god, Kenneths bathing. Why was that on camera? "…anything like this."

"Ugh, so what good is having you around, then?" Liz sighed. "Come on, Tracy. Maybe if we talk to Kenneth we can bang some sense into him."

Tracy held back. "Which one, Liz Lemon? Which one is the real Kenneth? I feel so betrayed," he whined.

The Doctor waited a moment to add in his two cents. "Actually, I don't think there is a real Kenneth. It's like they're all one massive…mind. All of them together…like a network."

Liz looked at him. Maybe he knew what he was talking about after all. She rolled her eyes anyway, still frustrated. "Okay, so what do you usually do when you have no idea what you're dealing with?"

The Doctor smiled. "Ah. What do you do, Miss Liz Lemon? Miss improviser?"

"Agreement. Establish the scene. Find the game?"

His smile widened and he went on, "Great. We'll do that, then. I love games."

Without another word, he turned on his heel and left the room and, after exchanging glances, Liz and Tracy followed.

Their heads successively peered around the door to see if the coast was clear. They slowly entered the chamber, surrounded by glowing lights of all different colors.

Liz winced. "My cousin Randy described to me a place like this once."

The Doctor noticed a set of initials attached to the wall. They were large and impending, and were surrounded by what appeared to be an anagram of the NBC peacock logo. The colors remained the same, but they were rearranged and the shape was different. It was like looking at a colorful, super fabulous, biohazard sign.

"S.P.," Liz read. "What does that mean?"

He touched them, as if doing so would give him an answer. "I don't know. Whatever it is, I don't like it. It doesn't feel right."

"This place gives me the creeps…and I once took a math exam in the bathroom of a condemned gas station," Tracy mused.

"Well, that's what I do. I always follow the danger," the Doctor replied.

"Do you mind if I don't follow the danger? I can't die yet. I still don't own my own island." Tracy couldn't grasp the fact that his Kenneth was no longer his Kenneth. Maybe if he just talked to him he'd realize how much he missed anticipating Tracy's arbitrary needs.

The Doctor shrugged. "Suit yourself. Liz?"

Before she could reply, a voice yelled in the distance. It was all but inaudible, but she'd recognize it anywhere.

"Oh my God, it's Jack!"

Liz headed toward the voice and the Doctor ran after her, leaving a stubborn Tracy behind to head in the other direction.

She sprinted down the winding corridor as the cries continued. At last they reached a giant, octagonal doorway. It was far less welcoming than anything they had encountered thus far. The Doctor watched her as she paused for a moment to look up at it. Her face went still, a mixture of indignation and genuine fear. Looking down, all smiles, at the two of them was Kenneth's giant face - a billboard/door that dared them to enter. And above him, at the very stop of the door, appeared the initials "S.P."

Balling her fists, Liz walked toward it. "Giant apple-faced goon," she muttered as her eyes focused on a button she presumed was meant to open the door. She pressed it. When nothing happened, she turned to look at the Doctor who had his sonic screwdriver ready. But before he could make another move, a hologram of Jack appeared before them.

"Lemon! I don't have much time so I'm going to make this quick."

"Jack! You're okay! Where are you?"

"I'm in a cell near the main control room - "

"But where –

"Yes, we still need a show by the end of the week. No, they do not have a deli on the ship. I knew you would ask one of those three questions, so I took the liberty of answering them all for you on this pre-recorded, holographic message."

"Ugh!" Liz grunted.

"I'll refrain from commenting on what you're most likely wearing…"

The Doctor piped in, amused. "How does he do that?"

"…to warn you. They know you're here, Liz. They said that you were with a tall, lanky British man with impeccable hair."

The Doctor grinned, bashful and flattered.

"Stay with him, Liz. He must know what he's doing. But you have to get out of here. They're coming. They're - " Suddenly Jack turned around, startled. "No, please, no! Stop throwing bologna at Frank's naked body! Don't you...don't you come near me! No!" He dropped to the ground. Only the hands of another person were visible as they tickled Jack, which sent him into a laughing fit that resulted in vomit. He only had a quick moment to take a breath and sputter, "Help me, Lemon. You're my only hope!" He turned to continue giggling, and the message went blank.

Liz turned to the Doctor, but before she had a second to say anything, she heard a familiar voice hum the NBC signature jingle.

The Doctor's eyes widened as they landed on a Kenneth. "Liz, run!"

After following his gaze, she proceeded down the opposite end of the corridor. The Doctor stayed slightly behind and aimed his sonic screwdriver at a light fixture just above the Kenneth's head, knocking him to the ground. He made his way after Liz, who was now yards ahead of him. Another Kenneth had made his way after her as she reached a dead end. Panicking, she pointed in the opposite direction. "Look, NBC's favorite news anchor, Brian Williams!"

As the Kenneth turned his head, Liz pushed her way through an ominous looking door to her right, yelling "Gah!" at her unfortunate, single option.

Before her lay an open platform outside the ship which bore an uncanny resemblance to the Top of the Rock observation deck. The only difference was that it was thousands of feet higher in the sky. With nowhere else to go, Liz made her way to the other side as the Kenneth made his way through the door.

"Miss Lemon, wait! I just want to talk!" The Kenneth casually walked toward her, but he appeared completely unnatural.

"You stay back, you toe with legs!" She inched backward until she bumped into a coin-operated telescope. With no sort of weapon, she began to internally panic as she struggled to plot her next move.

Kenneth giggled, then proceeded to sigh. "Well, I guess you've figured out that I'm not really human. It was only a matter of time, what with you catching me that time a couple of weeks ago."

Liz tried her best to remain composed. "I did think it was strange that you forgot to breath for ten minutes while watching an episode of Family Ties." Her eyes landed on the telescope, and the nobs that held it together. She stood in front of it.

"Family! How does it work?!" he asked with eagerness.

A brief bit of silence followed as Liz felt for screws or hooks on the telescope with her arms behind her back. She tried to make conversation and move her hands at the same time. "Look, Kenneth…or…whoever you are…I understand that you're…different. You've probably never experienced childhood, which, I think, is pivotal for a functioning adult because…who…can navigate through life…without ever having…lost their bikini top during a high school trip to Penn Lake."

Out of the corner of her eye, Liz noticed the Doctor making his way through the door. Where the hell has he been? He caught her eye as Tracy followed behind him, which answered her question. He motioned for her to stay quiet and held up his sonic screwdriver, suggesting that he was about to throw it.

"I hope you don't think that I want to hurt you, Miss Lemon. I think you're a very charming and intelligent young lady," the Kenneth said.

"Yeesh, if I had any doubts that you weren't human before, you just confirmed it for me," she muttered under her breath briefly before she caught the sonic screwdriver that the Doctor had thrown. The Kenneth turned around as soon as he realized that they weren't alone and in that instant, Liz unhinged the telescope, struggled to lift it with both hands, and lunged it at the Kenneth who fell to the ground.

"Kenneth!" Tracy cried, running over to the scrawny man who lay in pain on the ground.

The Doctor ran over to Liz. "Are you alright?"

"Yeah, I'm doing just great, you wang!" Liz shouted as she pushed the Doctor with less force than she had intended.

"I'm sorry! I ran into Tracy and he was still intent on finding Kenneth. He won't listen to me, Liz! He's the most ridiculous person I've ever met in my entire life! He even insisted on making me a part of his entourage when we get back!"

"Great, maybe now you understand what I have to deal with day in and day out! The only reason that he's more sympathetic to Kenneth than anyone else is because Kenneth is the only one that will ever agree to trim his - "

"Liz! Space dude!" Tracy called in distress. A band of Kenneths had surrounded him, while even more made their way toward Liz and the Doctor.

The Doctor grabbed Liz's hand and pulled her in the other direction. "But we have to help him!" she yelled.

"There's no time! We have to find another way out of here!"

Liz forced herself to take her eyes off of Tracy as she looked around the deck. It was an exact replica of the original which, in that case, meant there was a trap door right…here. She kicked open a latch and jumped down while the Doctor followed. Above them she could hear Tracy's voice.

"Avenge me, Liz Lemon! And make sure to tell Angie…that she can have sex…with all the men she wants. But not Martin Scorcese…I hate that guy…he knows what he did!"

[]

Liz could feel her eyes welling up with tears as they closed the latch. "So help me, if they kill that dumb goon…"

The Doctor looked her in the eyes. "Liz, I don't think you have to worry. The Kenneths don't seem bent on blood, they seem bent on power. I don't think they'll hurt him…at least, not mortally."

"But it's my job to look out for these idiots and I failed!"

The Doctor began to sprint through the passageway with the assumption that Liz would follow him, but she remained where she was. He turned around.

"What are you doing?"

"Do you always do this? You just run off and leave people?" Liz leaned against the wall, arms folded.

His face grew grim and he glared at her for a brief moment. "I'm always running." He walked nearer to her. "I never have a chance to stop. I am _always_ running but I never – I _never _– leave anyone behind. Not if they have a fighting chan - "

He stopped when he realized that he was essentially admitting that Tracy was all but done for. Liz glared back at him and scowled. "You know what I find funny? Everything was just fine before you showed up. Out of nowhere, some British-faced, lanky, alien jag appears and we're in an episode of X-files. And I will tell you something, my friend," she walked up to him and got in his face. "You are no David Duchovny."

"Oh, I'm no David Duchovny? _I'm_ no David Duchovny? Can David Duchovny travel through space and time on a whim?" It was his turn to get up in her face.

Liz gritted her teeth. "Season six, episode three, Mulder travels to the Bermuda Triangle in 1939. So screw you!"

"That was a TV show!" he yelled.

She feigned a heart attack of sorts as she clutched her chest and fell back against the wall. Slowly, she tilted her head to meet his gaze. "You bastard," she whispered dramatically.

Once she was completely seated, she spoke again. "I don't know who you are, Doctor…but whatever it is…you're like some sort of monster."

There was suddenly a calm, morose expression on his face. He looked at the ground, accepting defeat of this particular battle. Quietly he said, "You're right. I am a monster. I let myself into innocent people's lives and I destroy them until they're never the same again. But I keep on doing it because I'm selfish. I do it because I don't want to be alone. Someone with any semblance of humanity would know better."

Liz looked up at him, feeling a tinge of guilt. She wanted to hate him, she really did. She shook her head, then said, "Who were these people, anyway? Were they your little crew of space freaks?"

He forced a smile. "Nah. They were regular, ordinary people just like you."

"Well they had to have been real weirdoes if they were anything like me."

He sauntered over and sat down beside her. "Nothing wrong with being a little bit weird, eh?"

Liz shrugged. "It pays well, I guess."

He paused for a moment. "You remind me of…of a friend I had."

She looked at him. "Who was she, anyway?"

"Just that. A friend. My best friend. But then…"

Liz squirmed a little bit, not sure what to say. She just stared at her own feet in front of her. "I'm sorry."

The Doctor broke out of his reverie and pretended to be fine. "Hey, don't be sorry! I'm…I'm fine. Really, I am. I'm fine. You see, because I'm used to it."

"There were others?"

"Oh, tons of them. I've known so many brave, smart, wonderful people. Well, they weren't always people, per se, but always…" he smiled at her. "Always wonderful, always clever."

Liz forced a smile herself. It was never very easy for her to console people. She gently patted him on the shoulder with an awkwardly stiff palm. "There, there. It be…fine. Things will well."

The Doctor nodded. Somehow, he knew exactly what she was trying to say.

[]

As Liz and the Doctor made their way down the thin, dark corridor, the ship began to lurch. Upstairs, unbeknownst to them, the holograms that made up Hank the auto-mechanic and the Kayleys had managed to make their way to the control room, where they tried to get the Kenneths to gyrate up against the main platform with them.

They managed to balance themselves as they continued to walk down the passageway. "Where does this lead to, anyway?" The Doctor asked.

"I've only been in the real one once, and half the time Tom Brokaw just kept lecturing me on the evolution of journalism."

It lurched again, harder this time, throwing them at the foot of a nondescript door.

Liz looked up at it in contemplation. "Well," she began, "this could be one of two things – a bathroom complete with potpourri and old news anchor smell, or…"

She pushed the door open. There, in all its glory, was the Rainbow Room itself. Liz and the Doctor looked at each other, nodded, and pushed themselves up before making their way inside.

"A chandelier!" the Doctor exclaimed. "I hate chandeliers."

"Blech," Liz agreed. "Gaudy."

"Gaudy, yes, and also capable of mass murder," he replied nonchalantly. Liz looked at him, but didn't dare ask.

"I always hated it up here. Sure it's…colorful. But it was always so stuffy and full of CEO's and their boring wives."

"Oh, you are beautiful, you are!" The Doctor exclaimed out of nowhere.

"Oh, now you want to play that game?" Liz scoffed, until she noticed that the Doctor was focused on something else entirely.

There were motionless holograms everywhere. "Jeez, Kenneth really likes holograms. Who knew?" Liz piped in. But they weren't just any holograms. Lighting up one by one, the ghosts of the higher ups at NBC appeared around the room. Not one of them moved, as if they were frozen in time.

The Doctor was entranced with intrigue now, running his sonic screw driver over the various, motionless individuals. "Liz, I don't think these are holograms. They're people. They're actual people – perfectly preserved. Really! They're still alive. I've never seen anything like it! Except…except I have, but…but never as expertly as this."

Liz sprinted over toward him, following the glow of the sonic as she examined the man in front of her, then quickly observed the faces of the others. "God, you're right. This is everyone. This is NBC."

"He's trying to control the entire building. But why?" The Doctor asked aloud.

Liz frowned with disgust. "That goon isn't just trying to control people. He's trying to take over the entire network."


End file.
